<PAGE> PAGE 1
000 A000000 06/30/97
000 C000000 0000804116
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 A
001 A000000 ROYCE VALUE TRUST, INC.
001 B000000 811-4875
001 C000000 2123557311
002 A000000 1414 AVENUE OF THE AMERICAS
002 B000000 NEW YORK
002 C000000 NY
002 D010000 10019
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
007 C010100 1
007 C010200 2
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A000001 ROYCE & ASSOCIATES, INC.
008 B000001 A
008 C000001 801-8268
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10019
012 A000001 STATE STREET BANK AND TRUST COMPANY
012 B000001 84-00896
012 C010001 N. QUINCY
012 C020001 MA
012 C030001 02171
013 A000001 ERNST & YOUNG LLP
013 B010001 NEW YORK
013 B020001 NY
013 B030001 10019
015 A000001 STATE STREET BANK AND TRUST COMPANY
015 B000001 C
015 C010001 N. QUINCY
015 C020001 MA
<PAGE> PAGE 2
015 C030001 02170
015 E010001 X
015 A000002 WESTPAC BANKING CORPORATION
015 B000002 S
015 C010002 SYDNEY
015 D010002 AUSTRALIA
015 E040002 X
015 A000003 GIROCREDIT BANK
015 B000003 S
015 C010003 VIENNA
015 D010003 AUSTRIA
015 E040003 X
015 A000004 GENERALE BANK
015 B000004 S
015 C010004 BRUSSELS
015 D010004 BELGIUM
015 E040004 X
015 A000005 CITIBANK, N.A.
015 B000005 S
015 C010005 SAO PAULO
015 D010005 BRAZIL
015 E040005 X
015 A000006 CANADA TRUSTCO MORTGAGE COMPANY
015 B000006 S
015 C010006 TORONTO
015 D010006 CANADA
015 E040006 X
015 A000007 DEN DANSKE BANK
015 B000007 S
015 C010007 COPENHAGEN
015 D010007 DENMARK
015 E040007 X
015 A000008 MERITA BANK LIMITED
015 B000008 S
015 C010008 HELSINKI
015 D010008 FINLAND
015 E040008 X
015 A000009 BANQUE PARIBAS
015 B000009 S
015 C010009 PARIS
015 D010009 FRANCE
015 E040009 X
015 A000010 DRESDNER BANK AG
015 B000010 S
015 C010010 FRANKFURT
015 D010010 GERMANY
015 E040010 X
015 A000011 STANDARD CHARTERED BANK
015 B000011 S
015 C010011 HONG KONG
015 D010011 HONG KONG
<PAGE> PAGE 3
015 E040011 X
015 A000012 STANDARD CHARTERED BANK
015 B000012 S
015 C010012 JAKARTA
015 D010012 INDONESIA
015 E040012 X
015 A000013 BANK OF IRELAND
015 B000013 S
015 C010013 DUBLIN
015 D010013 IRELAND
015 E040013 X
015 A000014 BANQUE PARIBAS
015 B000014 S
015 C010014 MILAN
015 D010014 ITALY
015 E040014 X
015 A000015 SUMITOMO TRUST & BANKING
015 B000015 S
015 C010015 TOKYO
015 D010015 JAPAN
015 E040015 X
015 A000016 THE DAIWA BANK, LIMITED
015 B000016 S
015 C010016 TOKYO
015 D010016 JAPAN
015 E040016 X
015 A000017 STANDARD CHARTERED BANK MALAYSIA BERHAD
015 B000017 S
015 C010017 SINGAPORE
015 D010017 MALAYSIA
015 E040017 X
015 A000018 CITIBANK, MEXICO, S.A.
015 B000018 S
015 C010018 MEXICO CITY
015 D010018 MEXICO
015 E040018 X
015 A000019 MEES PIERSON, N.V.
015 B000019 S
015 C010019 AMSTERDAM
015 D010019 NETHERLANDS
015 E040019 X
015 A000020 ANZ BANKING GROUP, LIMITED
015 B000020 S
015 C010020 WELLINGTON
015 D010020 NEW ZEALAND
015 E040020 X
015 A000021 CHRISTIANIA BANK
015 B000021 S
015 C010021 OSLO
015 D010021 NORWAY
015 E040021 X
<PAGE> PAGE 4
015 A000022 STANDARD CHARTERED BANK
015 B000022 S
015 C010022 MANILA
015 D010022 PHILIPPINES
015 E040022 X
015 A000023 BANCO COMERCIAL PORTUGUES
015 B000023 S
015 C010023 LISBON
015 D010023 PORTUGAL
015 E040023 X
015 A000024 THE DEVELOPMENT BANK OF SINGAPORE LTD.
015 B000024 S
015 C010024 SINGAPORE
015 D010024 SINGAPORE
015 E040024 X
015 A000025 STANDARD BANK OF SOUTH AFRICA
015 B000025 S
015 C010025 JOHANNASBURG
015 D010025 SOUTH AFRICA
015 E040025 X
015 A000026 BANCO SANTANDER, S.A.
015 B000026 S
015 C010026 MADRID
015 D010026 SPAIN
015 E040026 X
015 A000027 SKANDINAVISKA ENSKILDA BANKEN
015 B000027 S
015 C010027 STOCKHOLM
015 D010027 SWEDEN
015 E040027 X
015 A000028 UNION BANK OF SWITZERLAND
015 B000028 S
015 C010028 ZURICH
015 D010028 SWITZERLAND
015 E040028 X
015 A000029 CENTRAL TRUST OF CHINA
015 B000029 S
015 C010029 TAIPEI
015 D010029 TAIWAN
015 E040029 X
015 A000030 STANDARD CHARTERED BANK
015 B000030 S
015 C010030 BANGKOK
015 D010030 THAILAND
015 E040030 X
015 A000031 CITIBANK, N.A.
015 B000031 S
015 C010031 ISTANBUL
015 D010031 TURKEY
015 E040031 X
015 A000032 STATE STREET BANK AND TRUST COMPANY
<PAGE> PAGE 5
015 B000032 S
015 C010032 LONDON
015 D010032 UNITED KINGDOM
015 E040032 X
015 A000033 THE PHILLIPINE CENTRAL DEPOSITORY INC.
015 B000033 S
015 C010033 MANILA
015 D010033 PHILLIPINES
015 E040033 X
018 000000 Y
019 A000000 Y
019 B000000 16
019 C000000 ROYCEFUNDS
020 A000001 INSTINET
020 B000001 13-2596491
020 C000001 91
020 A000002 WILLIAM O'NEIL & CO., INC.
020 B000002 95-2269163
020 C000002 26
020 A000003 ROBINSON HUMPHREY
020 B000003 58-1472560
020 C000003 10
020 A000004 MERRILL LYNCH, PIERCE, FENNER & SMITH
020 B000004 13-5674085
020 C000004 9
020 A000005 MIDWOOD SECURITIES
020 B000005 13-3501439
020 C000005 9
020 A000006 PAINE WEBBER JACKSON
020 B000006 13-2638166
020 C000006 9
020 A000007 THOMSON FINANCIAL
020 C000007 7
020 A000008 ROCHDALE SECURITIES CORP.
020 B000008 13-3360814
020 C000008 6
020 A000009 KALB, VOORHIS & CO.
020 B000009 13-5549000
020 C000009 6
020 A000010 MCDONALD & COMPANY
020 B000010 34-1391952
020 C000010 5
021 000000 253
022 A000001 STATE STREET BANK & TRUST COMPANY
022 B000001 04-1867445
022 C000001 8058000
022 D000001 0
022 A000002 JEFFERIES & COMPANY, INC.
022 B000002 95-2622900
022 C000002 2527
022 D000002 3029
<PAGE> PAGE 6
022 A000003 SMITH BARNEY INC.
022 B000003 13-1912900
022 C000003 2002
022 D000003 596
022 A000004 MERRILL LYNCH, PIERCE, FENNER & SMITH
022 B000004 13-5674085
022 C000004 2329
022 D000004 105
022 A000005 WHEAT, FIRST, BUTCHER & SINGER, INC.
022 B000005 54-0796506
022 C000005 2258
022 D000005 85
022 A000006 CHARLES SCHWAB & CO., INC.
022 B000006 94-1727783
022 C000006 553
022 D000006 1277
022 A000007 HERZOG, HEINE & GEDULD
022 B000007 13-1955436
022 C000007 750
022 D000007 971
022 A000008 DILLON READ & CO., INC.
022 B000008 13-1939216
022 C000008 1686
022 D000008 0
022 A000009 BEAR STEARNS SECURITIES
022 B000009 13-3299429
022 C000009 327
022 D000009 1329
022 A000010 ADAMS, HARKNESS & HILL
022 C000010 1034
022 D000010 206
023 C000000 8081642
023 D000000 13698
024 000000 N
025 D000001 0
025 D000002 0
025 D000003 0
025 D000004 0
025 D000005 0
025 D000006 0
025 D000007 0
025 D000008 0
026 A000000 N
026 B000000 Y
026 C000000 N
026 D000000 Y
026 E000000 N
026 F000000 N
026 G010000 N
026 G020000 N
027 000000 N
<PAGE> PAGE 7
028 A010000 0
028 A020000 0
028 A030000 0
028 A040000 0
028 B010000 0
028 B020000 0
028 B030000 0
028 B040000 0
028 C010000 0
028 C020000 0
028 C030000 0
028 C040000 0
028 D010000 0
028 D020000 0
028 D030000 0
028 D040000 0
028 E010000 0
028 E020000 0
028 E030000 0
028 E040000 0
028 F010000 0
028 F020000 0
028 F030000 0
028 F040000 0
028 G010000 0
028 G020000 0
028 G030000 0
028 G040000 0
028 H000000 0
030 A000000 0
030 B000000 0.00
030 C000000 0.00
031 A000000 0
031 B000000 0
032 000000 0
033 000000 0
035 000000 0
036 B000000 0
038 000000 0
042 A000000 0
042 B000000 0
042 C000000 0
042 D000000 0
042 E000000 0
042 F000000 0
042 G000000 0
042 H000000 0
043 000000 0
044 000000 0
045 000000 Y
046 000000 N
<PAGE> PAGE 8
047 000000 N
048 000000 0.000
048 A010000 0
048 A020000 0.000
048 B010000 0
048 B020000 0.000
048 C010000 0
048 C020000 0.000
048 D010000 0
048 D020000 0.000
048 E010000 0
048 E020000 0.000
048 F010000 0
048 F020000 0.000
048 G010000 0
048 G020000 0.000
048 H010000 0
048 H020000 0.000
048 I010000 0
048 I020000 0.000
048 J010000 0
048 J020000 0.000
048 K010000 0
048 K020000 0.000
049 000000 N
050 000000 N
051 000000 Y
052 000000 N
053 A000000 Y
053 B000000 Y
053 C000000 N
054 A000000 N
054 B000000 N
054 C000000 N
054 D000000 N
054 E000000 N
054 F000000 N
054 G000000 N
054 H000000 Y
054 I000000 N
054 J000000 Y
054 K000000 N
054 L000000 N
054 M000000 Y
054 N000000 N
054 O000000 N
055 A000000 N
055 B000000 N
056 000000 Y
057 000000 N
058 A000000 N
<PAGE> PAGE 9
059 000000 Y
060 A000000 Y
060 B000000 Y
061 000000 0
062 A000000 N
062 B000000 0.0
062 C000000 0.0
062 D000000 0.0
062 E000000 0.0
062 F000000 0.0
062 G000000 0.0
062 H000000 0.0
062 I000000 0.0
062 J000000 0.0
062 K000000 0.0
062 L000000 0.0
062 M000000 0.0
062 N000000 0.0
062 O000000 0.0
062 P000000 0.0
062 Q000000 0.0
062 R000000 0.0
063 A000000 0
063 B000000 0.0
066 A000000 Y
066 B000000 N
066 C000000 Y
066 D000000 N
066 E000000 N
066 F000000 N
066 G000000 N
067 000000 N
068 A000000 N
068 B000000 N
069 000000 N
070 A010000 Y
070 A020000 Y
070 B010000 Y
070 B020000 N
070 C010000 Y
070 C020000 N
070 D010000 N
070 D020000 N
070 E010000 N
070 E020000 N
070 F010000 N
070 F020000 N
070 G010000 N
070 G020000 N
070 H010000 N
070 H020000 N
<PAGE> PAGE 10
070 I010000 N
070 I020000 N
070 J010000 N
070 J020000 N
070 K010000 N
070 K020000 N
070 L010000 Y
070 L020000 Y
070 M010000 N
070 M020000 N
070 N010000 N
070 N020000 N
070 O010000 Y
070 O020000 N
070 P010000 Y
070 P020000 Y
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000 74118
071 B000000 52886
071 C000000 430622
071 D000000 12
072 A000000 6
072 B000000 1749
072 C000000 3647
072 D000000 0
072 E000000 0
072 F000000 803
072 G000000 0
072 H000000 129
072 I000000 22
072 J000000 57
072 K000000 113
072 L000000 84
072 M000000 26
072 N000000 22
072 O000000 1
072 P000000 1150
072 Q000000 0
072 R000000 30
072 S000000 -2
072 T000000 0
072 U000000 0
072 V000000 0
072 W000000 122
072 X000000 2557
072 Y000000 0
072 Z000000 2839
072AA000000 12513
<PAGE> PAGE 11
072BB000000 0
072CC010000 41925
072CC020000 0
072DD010000 0
072DD020000 0
072EE000000 0
073 A010000 0.0000
073 A020000 0.0000
073 B000000 0.0000
073 C000000 0.0000
074 A000000 878
074 B000000 57000
074 C000000 0
074 D000000 8313
074 E000000 416
074 F000000 471579
074 G000000 0
074 H000000 0
074 I000000 0
074 J000000 691
074 K000000 0
074 L000000 573
074 M000000 66
074 N000000 539516
074 O000000 1287
074 P000000 140
074 Q000000 38850
074 R010000 0
074 R020000 0
074 R030000 0
074 R040000 2525
074 S000000 60000
074 T000000 436714
074 U010000 26348
074 U020000 0
074 V010000 16.19
074 V020000 0.00
074 W000000 0.0000
074 X000000 20000
074 Y000000 0
075 A000000 0
075 B000000 453491
076 000000 13.75
077 A000000 Y
077 B000000 N
077 C000000 Y
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
<PAGE> PAGE 12
077 I000000 N
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 N
077 Q020000 N
077 Q030000 N
078 000000 N
080 C000000 0
081 B000000 0
082 B000000 0
083 B000000 0
084 B000000 0
086 A010000 0
086 A020000 0
086 B010000 0
086 B020000 0
086 C010000 0
086 C020000 0
086 D010000 0
086 D020000 0
086 E010000 0
086 E020000 0
086 F010000 0
086 F020000 0
087 A010000 COMMON STOCK
087 A020000 780910105
087 A030000 RVT
087 B010000 CONVERTIBLE NOTES
087 B020000 780910AA3
087 B030000 RVT.F
087 C010000 CUMULATIVE PREFERRED STOCK
087 C020000 780910204
087 C030000 RVTPFD
088 A000000 Y
088 B000000 N
088 C000000 N
088 D000000 Y
SIGNATURE JOHN DENNEEN
TITLE SECRETARY
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000804116
<NAME> ROYCE VALUE TRUST, INC.
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 396016950
<INVESTMENTS-AT-VALUE> 537308044
<RECEIVABLES> 1263878
<ASSETS-OTHER> 878244
<OTHER-ITEMS-ASSETS> 65742
<TOTAL-ASSETS> 539515908
<PAYABLE-FOR-SECURITIES> 1286976
<SENIOR-LONG-TERM-DEBT> 38849994
<OTHER-ITEMS-LIABILITIES> 2665255
<TOTAL-LIABILITIES> 42802225
<SENIOR-EQUITY> 60000000
<PAID-IN-CAPITAL-COMMON> 268438974
<SHARES-COMMON-STOCK> 26348
<SHARES-COMMON-PRIOR> 26348
<ACCUMULATED-NII-CURRENT> 4131036
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 22826231
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 141291094
<NET-ASSETS> 496713683
<DIVIDEND-INCOME> 3646951
<INTEREST-INCOME> 1748668
<OTHER-INCOME> 0
<EXPENSES-NET> 2556990
<NET-INVESTMENT-INCOME> 2838629
<REALIZED-GAINS-CURRENT> 12512931
<APPREC-INCREASE-CURRENT> 41925451
<NET-CHANGE-FROM-OPS> 57277011
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 57277011
<ACCUMULATED-NII-PRIOR> 1292408
<ACCUMULATED-GAINS-PRIOR> 10313299
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 843455
<INTEREST-EXPENSE> 1150000
<GROSS-EXPENSE> 2597896
<AVERAGE-NET-ASSETS> 452312373
<PER-SHARE-NAV-BEGIN> 14.32
<PER-SHARE-NII> .10
<PER-SHARE-GAIN-APPREC> 1.77
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.19
<EXPENSE-RATIO> 1.14
<AVG-DEBT-OUTSTANDING> 40000000
<AVG-DEBT-PER-SHARE> 1.52
</TABLE>
N-SAR ATTACHMENT
Item 77(C)
At the 1997 Annual Meeting of Stockholders of the
Registrant held on April 29, 1997, the following was
approved by the Registrant's Stockholders: (i) the Common
and Preferred Stockholders voting together as a single class
elected directors, consisting of (a) Charles M. Royce, (b)
Richard M. Galkin, and (c) Stephen L. Isaacs; (ii) the
Preferred Stockholders voting as a separate class elected
directors, consisting of (a) Thomas R. Ebright and (b) David
L. Meister; (iii) (a) the Common and Preferred Stockholders
voting together as a single class and (b) the Preferred
Stockholders voting as a separate class authorized two
changes to the Registrant's fundamental investment policies;
and (v) the Common and Preferred Stockholders voting
together as a single class authorized the selection of
accountants.
Votes Cast For Votes Cast Against Votes Abstained
-------------- ------------------ ---------------
(i)
(a) 17,007,810.1105 N/A 363,761.9905
(b) 16,862,027.3954 N/A 509,544.7056
(c) 16,856,201.5816 N/A 515,370.5194
(ii)
(a) 1,443,040 N/A 24,891
(b) 1,440,040 N/A 27,891
(iii)
(a) 12,873,206.8142 3,314,233.1915 520,986.0953
(b) 1,290,662 37,905 30,676
(iv) 16,969,107.6255 85,093.2607 317,371.2148
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
ROYCE VALUE TRUST, INC.
To the Stockholders of
ROYCE VALUE TRUST, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ROYCE
VALUE TRUST, INC. (the 'Fund') will be held at the offices of the Fund, 1414
Avenue of the Americas, New York, New York, on April 29, 1997 at 1:00 p.m.
(E.T.), for the following purposes:
1. To elect a board of five directors, three to be elected by the
holders of both the Fund's Common Stock and its 8% Cumulative Preferred
Stock ('Preferred Stock') voting together as a single class, and two to be
elected only by the holders of the Fund's Preferred Stock.
2. To approve two changes in the Fund's fundamental investment
policies to permit the Fund to lend its portfolio securities and to invest
the cash collateral for such loans in the restricted shares of registered
money market funds.
3. To ratify the selection of Ernst & Young LLP as independent public
accountants of the Fund for the year ending December 31, 1997.
4. To transact such other business as may come before the meeting or
any adjournment thereof.
The Board of Directors has fixed the close of business on March 13, 1997 as
the record date for the determination of those stockholders entitled to vote at
the meeting, and only holders of record at the close of business on that day
will be entitled to vote.
The Fund's Annual Report to Stockholders for the year ended December 31,
1996 was previously mailed to stockholders, and copies of it are available upon
request, without charge, by writing to the Fund at 1414 Avenue of the Americas,
New York, New York 10019 or calling toll free at 1-800-221-4268.
IMPORTANT
To save the Fund the expense of additional proxy solicitation, if you do
not now expect to be present at the meeting, please insert your instructions on
the enclosed Proxy, date and sign it and return it in the enclosed envelope
(which requires no postage if mailed in the United States). The Proxy is
solicited on behalf of the Board of Directors, is revocable and will not affect
your right to vote in person in the event that you attend the meeting.
By order of the Board of Directors,
JOHN E. DENNEEN
Secretary
March 21, 1997
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS
OF
ROYCE VALUE TRUST, INC.
1414 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TUESDAY, APRIL 29, 1997
----------------------------------
PROXY STATEMENT
----------------------------------
Accompanying this Proxy Statement is a Notice of Annual Meeting of
Stockholders and a form of Proxy for the meeting solicited on behalf of the
directors of Royce Value Trust, Inc. (the 'Fund').
The Proxy may be revoked at any time before it is exercised by written
instructions to the Fund or by filing a new Proxy with a later date, and any
stockholder attending the meeting may vote in person, whether or not he or she
has previously filed a Proxy. The shares represented by all properly executed
Proxies received in time for the meeting will be voted. Where a stockholder has
specified a choice on the Proxy with respect to Proposals 2 and 3 in the Notice
of Annual Meeting, his or her shares will be voted accordingly. If no directions
are given, the stockholder's shares will be voted in favor of these Proposals.
Unless authority to vote for all nominees or for an individual nominee pursuant
to Proposal 1 is specifically withheld, the Proxy will be voted for the election
of all of the persons nominated by the Board of Directors to become directors.
The cost of soliciting proxies will be borne by the Fund, which will reimburse
brokerage firms, custodians, nominees and fiduciaries for their expenses in
forwarding proxy material to the beneficial owners of the Fund's shares. Some
officers and employees of the Fund and/or Quest Advisory Corp. ('Quest'), the
Fund's investment adviser, may solicit Proxies personally and by telephone, if
deemed desirable. The Fund may engage the services of a professional solicitor,
such as Shareholder Communications Corporation, for help in securing stockholder
representation at the meeting.
On March 13, 1997, the record date for the meeting, there were 26,348,378
shares of Common Stock and 2,400,000 shares of Preferred Stock of the Fund
outstanding. The stockholders entitled to vote are those of record on that date.
Shares of both the Common Stock and the Preferred Stock are entitled to one vote
on each item of business at the meeting. Stockholders vote at the Annual Meeting
by casting ballots (in person or by proxy) which are tabulated by one or two
persons, appointed by the Board of Directors before the meeting, who serve as
Inspectors and Judges of Election at the meeting and who have executed an
Inspectors and Judges Oath. Neither abstentions nor broker non-votes are counted
in the tabulation of such votes.
<PAGE>
The following persons were known to the Fund to be beneficial owners or
owners of record of 5% or more of its outstanding shares of Common Stock and
Preferred Stock as of the record date:
<TABLE>
<CAPTION>
NAME AND ADDRESS CLASS AMOUNT AND NATURE PERCENTAGE
OF OWNER OF STOCK OF OWNERSHIP OF CLASS
- ----------------------------------------------- ------------ --------------------------------- ----------
<S> <C> <C> <C>
Yale University ............................... Common 2,683,151 shares -- 10.8%
451 College Street Beneficial (sole voting
P.O. Box 1074 Yale Station and investment power)
New Haven, CT 06520
Depository Trust Company ...................... Common 23,923,409 shares -- Record 91%
Cede & Co. 99%
P.O. Box 20 Preferred 2,369,564 shares -- Record
Bowling Green Station
New York, NY 10274
</TABLE>
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
<TABLE>
<CAPTION>
COMMON PREFERRED
PROPOSAL STOCKHOLDERS STOCKHOLDERS
- ------------ ----------------------------------------------- -----------------------------------------------
<C> <S> <C>
1 Common and Preferred Stockholders, voting together as a single
class, elect 3 directors
Preferred Stockholders, voting
as a separate class, elect 2
additional directors
2 Common and Preferred Stockholders, voting together as a single class
Preferred Stockholders also
vote as a separate class
3 Common and Preferred Stockholders, voting together as a single class
</TABLE>
1. ELECTION OF DIRECTORS (PROPOSAL 1)
At the meeting, it is proposed to elect five directors, each director to
hold office until the next Annual Meeting of Stockholders and until his
successor shall have been elected and qualifies. The holders of both the Common
Stock and the Preferred Stock, voting together as a single class, are entitled
to elect three directors. The holders of the Preferred Stock, voting as a
separate class, are entitled to elect the remaining two directors. The Fund's
Board of Directors has nominated the following five persons, each of whom has
served as a director since July 1986, to become directors of the Fund. Certain
information concerning them is set forth below. Each of these persons has agreed
to serve if elected, and the Fund's management has no reason to believe that any
of them will be unavailable for election as a director. However, if any of them
become
2
<PAGE>
unwilling or unable to serve, the persons named in the accompanying form of
Proxy will vote for the election of such other persons, if any, as the Board of
Directors may nominate.
<TABLE>
<CAPTION>
POSITIONS WITH
NAME AGE THE FUND ELECTED BY
- ------------------------------------------------------ --- -------------------- ---------------
<S> <C> <C> <C>
Charles M. Royce...................................... 57 Director, President Common and
and Treasurer Preferred
Thomas R. Ebright..................................... 52 Director Preferred Only
Richard M. Galkin..................................... 58 Director Common and
Preferred
Stephen L. Isaacs..................................... 57 Director Common and
Preferred
David L. Meister...................................... 57 Director Preferred Only
</TABLE>
A total of six meetings of the Board of Directors were held during the year
ended December 31, 1996, and each director attended 75% or more of the meetings.
The Board of Directors has an Audit Committee, comprised of Richard M.
Galkin, Stephen L. Isaacs and David L. Meister, which is responsible for
recommending the selection and nomination of the independent auditors of the
Fund and for conducting post-audit reviews of the Fund's financial condition
with the auditors. The Audit Committee held two meetings during the year ended
December 31, 1996, and each member of the Audit Committee attended both of the
meetings. The Board of Directors does not have any other standing committees.
There are no family relationships between any of the Fund's directors and
officers.
As of the record date, the Fund's directors beneficially owned the
following shares of its Common Stock:
<TABLE>
<CAPTION>
PERCENTAGE
NAME OF DIRECTOR AMOUNT OF CLASS
- --------------------------------------------------------------------- -------------- ----------
<S> <C> <C>
Charles M. Royce..................................................... 201,844 shares .77%
Thomas R. Ebright.................................................... None N/A
Richard M. Galkin.................................................... None N/A
Stephen L. Isaacs.................................................... None N/A
David L. Meister..................................................... None N/A
</TABLE>
Mr. Royce has sole voting power and sole investment power as to the shares
beneficially owned by him. As of the record date, all directors and officers of
the Fund as a group (9 persons) beneficially owned 209,606 shares of the Fund's
Common Stock, constituting .80% of the class, and no shares of its Preferred
Stock.
BUSINESS EXPERIENCE
Set forth below is certain information as to the principal business
experience of the Fund's directors during the past five years.
Charles M. Royce is the President, Secretary, Treasurer and sole director
and sole voting shareholder of Quest, the investment adviser to the Fund. He has
served as Quest's President and Treasurer for more than 24 years. Mr. Royce also
manages three private investment partnerships through Quest Management Company
('QMC'), a registered investment adviser, of which he is the managing general
partner.
Thomas R. Ebright has been a Vice President of Quest for more than 15
years. He has also been President, Treasurer, a director and principal
shareholder of Royce, Ebright & Associates, Inc., the
3
<PAGE>
investment adviser to a series of The Royce Fund, since June 1994. He was a
general partner of QMC and its predecessor until June 1994. Mr. Ebright is also
a director of Atlantic Pro Sports, Inc. and of the Strasburg Rail Road Co. since
March 1993 and was the President and principal owner of Baltimore Professional
Hockey, Inc. until May 1993.
Richard M. Galkin is a private investor and the President of Richard M.
Galkin Associates, Inc., telecommunications consultants.
Stephen L. Isaacs is an attorney, President of The Center for Health and
Social Policy since September 1996 and President of Stephen L. Isaacs
Associates, consultants. He was a Director of the Columbia University
Development Law and Policy Program and a Professor at Columbia University until
August 1996.
David L. Meister is a consultant in the communications industry. He was an
executive officer of Digital Planet Inc. from April 1991 to December 1992.
Mr. Royce is also President and Treasurer of Royce Micro-Cap Trust, Inc.
('OTCM'), Royce Global Trust, Inc. ('RGT') and The Royce Fund ('TRF'),
registered management investment companies. Messrs. Royce, Ebright, Galkin,
Isaacs and Meister are also directors/trustees of OTCM and TRF, and Messrs.
Royce, Galkin, Isaacs and Meister are also directors of RGT. Mr. Ebright is also
a Vice President of TRF and a Vice President and Treasurer, and Mr. Royce is
also the sole shareholder and director and Secretary, of Quest Distributors,
Inc., the distributor of TRF's shares.
Messrs. Royce and Ebright are 'interested persons' of the Fund within the
meaning of Section 2(a)(19) of the Investment Company Act of 1940.
In addition to Mr. Royce, three Vice Presidents of the Fund are also
officers of Quest.
REMUNERATION OF DIRECTORS AND OFFICERS
Set forth below is the compensation paid by the Fund and the three other
registered investment companies comprising The Royce Funds to each director for
the year ended December 31, 1996.
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM FROM THE FUND AND
DIRECTOR THE FUND OTHER ROYCE FUNDS
- ---------------------------------------------------------- ----------------- ------------------
<S> <C> <C>
Charles M. Royce.......................................... $ 0 $ 0
Thomas R. Ebright......................................... 0 0
Richard M. Galkin......................................... 16,000 64,000
Stephen L. Isaacs......................................... 16,000 64,000
David L. Meister.......................................... 16,000 64,000
</TABLE>
Each of the Fund's non-affiliated directors receives a base fee of $10,000
per year plus $1,000 for each meeting of the Board of Directors attended. No
director of the Fund received remuneration for services as a director for the
year ended December 31, 1996 in addition to or in lieu of this standard
arrangement.
VOTE REQUIRED
A quorum consists of stockholders representing a majority of the
outstanding shares of the Fund's Common Stock and/or Preferred Stock, as the
case may be, entitled to vote who are present in person or by proxy, and a
plurality of all of the votes cast at a meeting at which a quorum is present is
sufficient to elect a director.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES.
4
<PAGE>
2. APPROVAL OF CHANGES IN FUNDAMENTAL POLICIES TO
PERMIT THE FUND TO LEND ITS PORTFOLIO
SECURITIES AND TO INVEST THE COLLATERAL FOR SUCH
LOANS IN RESTRICTED SHARES OF REGISTERED MONEY
MARKET FUNDS (PROPOSAL 2)
SECURITIES LENDING TRANSACTIONS
The Fund is currently prohibited by its fundamental investment restrictions
from making loans (including loans of portfolio securities), except to the
extent that purchases of certain debt obligations are considered loans. Such
fundamental investment restriction may not be changed without the affirmative
vote of the holders of a majority of the Fund's outstanding Common Stock and
Preferred Stock voting together as a single class and by the holders of a
majority of the Fund's outstanding Preferred Stock voting as a separate class.
The Fund proposes to amend this investment restriction to enable it to lend its
portfolio securities. Such loans would be made to brokers, dealers and other
financial institutions, and would be continuously secured by cash or other
allowable forms of collateral equal at all times to at least 100% of the value
of the securities loaned. No securities loans would be made if, as a result, the
aggregate of such loans would exceed 25% of the value of the Fund's total assets
taken at their then current value.
The purpose of lending the Fund's portfolio securities would be to attempt
to increase the Fund's income. The Fund would continue to be entitled to receive
the dividends, interest or other distributions on the securities loaned and
could also receive additional income, as noted below.
Loans of portfolio securities by the Fund would be subject to certain
guidelines prescribed, and from time to time modified, by the staff of the
S.E.C. Under present guidelines, the borrower must provide the Fund with
collateral equal at all times to at least 100% of the value of the securities
loaned. If the market value of the loaned securities increases beyond the value
of the collateral, the borrower must provide the Fund with additional
collateral; if that value declines, the borrower is entitled to the return of
its collateral to the extent of the decline. Under present guidelines, the types
of collateral permitted include cash, short-term Government securities and
letters of credit.
The Fund could increase its income in connection with portfolio securities
loans in several ways. First, the Fund could receive a negotiated loan fee from
the borrower. The second method (not available when letters of credit are used
as collateral) is to invest cash collateral in certain securities and receive
interest on them or to receive interest on the securities held as collateral; in
either case, the interest received may be shared with the borrower.
The Fund expects to enter into an agreement with State Street Bank and
Trust Company, the custodian of the Fund's assets, which will provide finder's,
custodial and administrative services to the Fund in connection with the Fund's
securities lending activities. For these services, State Street will be entitled
to receive reasonable fees, which may include a portion of the loan fee paid by
the borrower and a portion of earnings for investments of cash collateral or
earnings on the securities held as collateral.
The risks of lending portfolio securities, as with other extensions of
secured credit, consist of possible delays in receiving additional collateral or
in the recovery of the loaned securities or the possible loss of rights in the
collateral should the borrower fail financially. Loans of portfolio securities
would be made to firms deemed by the Fund to be of good credit standing and
would not be made unless, in Quest's judgment, the earnings from such loans
would justify the risk.
5
<PAGE>
Under the terms of the securities loans which the Fund would make, the Fund
would have the right to call the loan at any time. At the present time, the
guidelines permit the voting rights attendant to the securities loaned to pass
to the borrower, although they require that such loans be called so that the
securities may be voted by the Fund if a material event affecting the investment
is to occur.
The Board of Directors believes that the authority to lend portfolio
securities may enhance the Fund's earning potential and is, therefore, in the
best interest of the Fund and its stockholders. Consequently, the Board of
Directors, subject to the approval of the stockholders at this Meeting, adopted
the following change in the Fund's fundamental investment policies (new language
is underscored):
"The Fund may not:
8. Make loans, except for (a) purchases of portions of issues of
publicly distributed bonds, debentures and other securities, whether or
not such purchases are made on the original issuance of such securities,
(b) repurchase agreements with any bank that is the custodian of its
assets covering U.S. Treasury and agency obligations and having a term
of not more than one week, and (c) except that the Fund may loan up to
25% of its assets to qualified brokers, dealers or institutions for
their use relating to short sales or other security transactions
(provided that such loans are secured by collateral equal at all times
to at least 100% of the value of the securities loaned)."
INVESTING CASH COLLATERAL FOR SECURITIES LENDING TRANSACTIONS
The Fund also currently has the following fundamental investment policy,
which may not be changed without the affirmative vote of the holders of a
majority of the Fund's outstanding Common Stock and Preferred Stock voting
together as a single class and by the holders of a majority of the Fund's
outstanding Preferred Stock voting as a separate class:
"The Fund may not invest in restricted securities."
It is proposed to change this policy to read in its entirety as follows:
"The Fund may not invest in restricted securities unless such
securities are redeemable shares issued by money market funds registered
under the Investment Company Act of 1940."
Loans of the Fund's portfolio securities would have to be fully
collateralized by securities issued or guaranteed by the U.S. Government or its
agencies or instrumentalities or by cash. When the collateral is cash, the Fund
would be responsible for investing it.
If the Fund is able to engage in securities lending transactions, it will
have the opportunity to invest such cash collateral in a money market fund
sponsored by its custodian bank. Although the money market fund is registered
under the Investment Company Act of 1940, its shares are offered for sale only
in private placement transactions to certain institutional investors such as the
Fund. Its shares are not registered under the Securities Act of 1933 and,
therefore, constitute restricted securities.
ALLOWING THE FUND TO INVEST IN THE SHARES OF SUCH A MONEY MARKET FUND WILL
ENABLE THE FUND TO REALIZE MORE INCOME FROM ITS SECURITIES LENDING TRANSACTIONS
THAN IT WOULD IF THE COLLATERAL CONSISTED OF U.S. GOVERNMENT SECURITIES.
If this policy change is approved by stockholders, the Fund could, in
certain circumstances have up to 20% of its assets at risk in a money market
fund in which the cash collateral has been invested.
6
<PAGE>
VOTE REQUIRED
The vote required for approval of Proposal 2 is (a) a majority of the
Fund's outstanding shares of Common Stock and Preferred Stock, voting together
as a single class, plus (b) a majority of the Fund's outstanding shares of
Preferred Stock, voting as a separate class. Such majorities are computed as the
lesser of (i) 67% of the shares of Common Stock and/or Preferred Stock, as the
case may be, present or represented at the meeting (assuming that more than 50%
of such shares are present or represented) or (ii) more than 50% of the
outstanding shares of Common Stock and/or Preferred Stock, as the case may be.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 2.
3. RATIFICATION OF
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS (PROPOSAL 3)
At the meeting, the stockholders will be asked to ratify the selection by
the Board of Directors, including a majority of the directors who are not
'interested persons' (as such term is defined in the Investment Company Act of
1940), of Ernst & Young LLP, independent auditors, to serve as the Fund's
auditors for the year ending December 31, 1997.
Ernst & Young LLP has informed the Fund that neither Ernst & Young LLP nor
any of its partners has any direct or indirect financial interest in the Fund
except as auditors and independent public accountants. Ernst & Young LLP served
as the Fund's independent public accountants for the year ended December 31,
1996. Representatives of Ernst & Young LLP are not expected to be present at the
meeting, but have been given an opportunity to make a statement if they so
desire, and will be available should any matter arise requiring their
participation.
VOTE REQUIRED
Ratification of the selection of Ernst & Young LLP as the independent
public accountants of the Fund requires the affirmative vote of a majority of
the outstanding shares of the Fund's Common Stock and Preferred Stock, voting
together as a single class, present or represented at the meeting (assuming that
more than 50% of the shares are present or represented).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL 3.
4. OTHER BUSINESS
Management knows of no business to be brought before the meeting other than
Proposals 1, 2 and 3 in the Notice of the Annual Meeting. If other matters do
come before the meeting, it is intended that the shares represented by Proxies
will be voted in accordance with the judgment of the person or persons
exercising at the meeting the authority conferred by the Proxies.
ADDITIONAL INFORMATION
Quest Advisory Corp., the Fund's investment adviser, is located at 1414
Avenue of the Americas, New York, New York 10019.
7
<PAGE>
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the Fund's 1998
Annual Meeting of Stockholders must be received by the Fund by November 21,
1997, for inclusion in the Fund's Proxy Statement and form of Proxy relating to
that meeting.
PLEASE FILL IN, DATE AND SIGN THE PROXY AND RETURN IT IN THE
ACCOMPANYING POSTAGE-PAID ENVELOPE
8
<PAGE>
APPENDIX 1
PROXY CARD
COMMON STOCK ROYCE VALUE TRUST, INC. COMMON STOCK
1414 Avenue of the Americas
New York, NY 10019
This Proxy Is Solicited on Behalf of the Board of Directors
The undersigned, a Common Stockholder of Royce Value Trust, Inc., hereby
appoints Charles M. Royce and John E. Denneen, or either of them, acting
in absence of the other, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as
designated on the reverse, all shares of Common Stock of the Fund held of
record by the undersigned on March 13, 1997, at the Annual Meeting of
Stockholders to be held on April 29, 1997, or at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this Proxy will be
voted FOR Proposals 1, 2 and 3.
PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on reverse. When shares are
held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as
such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership
name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
<PAGE>
PLEASE MARK VOTES
X AS IN THIS EXAMPLE
ROYCE VALUE TRUST, INC.
COMMON STOCK
Please be sure to sign and date this Proxy. Date
Stockholder sign here Co-owner sign here
1. ELECTION OF DIRECTORS
(Page 2) With- For All
For hold Except
Charles M. Royce,
Richard M. Galkin
and Stephen L. Isaacs
If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the nominee's name. Your
shares will be voted for the remaining nominees.
For Against Abstain
2. PROPOSAL TO APPROVE TWO CHANGES IN THE
FUND'S FUNDAMENTAL INVESTMENT POLICIES.
(Page 4)
3. PROPOSAL TO RATIFY THE SELECTION OF
ERNST & YOUNG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
(Page 5)
4. THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
Mark box at right if an address change or comment has been noted
on the reverse side of this card.
RECORD DATE SHARES:
<PAGE>
PREFERRED STOCK ROYCE VALUE TRUST, INC.
1414 Avenue of the Americas
New York, NY 10019
This Proxy Is Solicited on Behalf of the Board of Directors
The undersigned, a Preferred Stockholder of Royce Value Trust, Inc., hereby
appoints Charles M. Royce and John E. Denneen, or either of them, acting in
absence of the other, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
on the reverse, all shares of the 8% Cumulative Preferred Stock of the Fund
held of record by the undersigned on March 13, 1997, at the Annual Meeting
of Stockholders to be held on April 29, 1997, or at any adjournment thereof.
This Proxy, when properly executed, will be voted in the manner directed by
the undersigned stockholder. If no direction is made, this Proxy will be voted
FOR Proposals 1, 2 and 3.
PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on reverse. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership
name by authorized person.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
<PAGE>
PLEASE MARK VOTES
X AS IN THIS EXAMPLE
ROYCE VALUE TRUST, INC.
PREFERRED STOCK
Please be sure to sign and date this Proxy. Date
Stockholder sign here Co-owner sign here
1. ELECTION OF DIRECTORS
(Page 2)
With- For All
For hold Except
Charles M. Royce, Thomas R. Ebright,
Richard M. Galkin, Stephen L. Isaacs,
and David L. Meister
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through the nominee's name. Your shares will
be voted for the remaining nominees.
2. PROPOSAL TO APPROVE A CHANGE IN THE
FUND'S FUNDAMENTAL INVESTMENT POLICIES.
(Page 4)
For Against Abstain
3. PROPOSAL TO RATIFY THE SELECTION OF
ERNST & YOUNG LLP AS INDEPENDENT PUBLIC
ACCOUNTANTS.
(Page 5)
4. THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS
AS MAY PROPERLY COME BEFORE THE MEETING.
Mark box at right if an address change or comment has been noted on the reverse
side of this card.
RECORD DATE SHARES:
